| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Adicet Bio, Inc. [ ACET ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/15/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $2.26 | 09/15/2020 | A | 18,600 | (1) | 12/13/2027 | Common Stock | 18,600 | (2) | 18,600 | D | ||||
| Employee Stock Option (right to buy) | $5.97 | 09/15/2020 | A | 15,450 | (3) | 10/15/2029 | Common Stock | 15,450 | (4) | 15,450 | D | ||||
| Incentive Stock Option (right to buy) | $16.11 | 09/17/2020 | A | 40,391 | (5) | 09/17/2030 | Common Stock | 40,391 | $0.00 | 40,391 | D | ||||
| Explanation of Responses: |
| 1. 25% of the option vested on November 27, 2018, and 1/36th of the remaining unvested option vests on each of the next thirty-six (36) monthly anniversaries thereafter, provided that Ms. Krehlik remains in continuous service as of the applicable vesting date. |
| 2. Received in exchange for an employee stock option to acquire 150,000 shares of common stock of Adicet Bio, Inc., a Delaware corporation ("Old Adicet"), for $0.280 per share in connection with the merger (the "Merger") of Old Adicet with and into Project Oasis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of resTORbio, Inc., a Delaware corporation ("resTORbio"). On the effective date of the Merger, resTORbio changed its name to "Adicet Bio, Inc." |
| 3. 1/48th of the option vests on each of the forty-eight (48) monthly anniversaries of October 15, 2019, provided that Ms. Krehlik remains in continuous service as of the applicable vesting date. |
| 4. Received in exchange for an employee stock option to acquire 124,600 shares of common stock of Old Adicet for $0.740 per share in connection with the Merger. |
| 5. 1/48th of the shares of common stock subject to the option shall vest on each of the forty-eight (48) monthly anniversaries of the vesting commencement date, provided that Ms. Krehlik remains in continuous service as of the applicable vesting date. |
| Remarks: |
| /s/ Nick Harvey, Attorney-in-Fact for Carrie A. Krehlik | 09/17/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
